UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934



For the fiscal year ended June 30, 2004







Wintech Digital Systems Technology Corporation

(Exact name of Registrant as specified in charter)



|NEVADA                                         | 0-30553                   | 88-0325524                          
|---------------------------------------------- | ------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation) | (Commission  File Number) | (I.R.S. Employee Identification No.)







2nd Floor, Caihong Building, 11 Xinxi Road, Shangdi, Haidian District, Beijing, China 100085

(Address of principal executive offices)



Registrant's telephone number, including area code: (8610) 82782828







SECURITIES REGISTERED PURSUANT TO SECTION 12(B)OF

THE SECURITIES EXCHANGE ACT OF 1934:



|Title of Each Class | Name of Each Stock Exchange on Which Registered
|------------------- | -----------------------------------------------
|Common              | None                                           





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]



Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ___





The aggregate market value of the voting stock held by non-affiliates of the Registrant on August 31, 2004, was approximately $802,935.



The number of shares held by non-affiliates of registrants Common Stock outstanding on August 31, 2004, was 5,352,900.



The number of shares of Registrant's Common Stock outstanding on August 31, 2004, was 14,992,100.



The Registrant's total revenues for the year ended June 30, 2004 were $1,039,995.

























TABLE OF CONTENTS



PART I



ITEM 1.

DESCRIPTION OF BUSINESS





ITEM 2.

DESCRIPTION OF PROPERTY





ITEM 3.

LEGAL PROCEEDINGS





ITEM 4.

SUBMISSION OF MATTERS

TO A VOTE OF SECURITY HOLDERS





PART II



ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED

STOCKHOLDER  MATTERS





ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OR PLAN OF OPERATIONS





ITEM 7.

FINANCIAL STATEMENTS





ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





PART III



ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS

AND CONTROL PERSONS;  COMPLIANCE WITH

SECTION 16(a) OF THE EXCHANGE ACT





ITEM 10. EXECUTIVE COMPENSATION





ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS





ITEM 13. Exhibits





Item 14.       Controls and Procedures.............



Item 15.       Principal Accountant Fees and Services.....



SIGNATURES





INDEX TO EXHIBITS



















PART I



ITEM 1.   DESCRIPTION OF BUSINESS



Business Development

On July 25, 2000, Beijing Wintech Technology Co. LTD (Beijing Wintech) was acquired by Temple Summit Financial Projects, Inc. (Temple) for an aggregate of 12,000,000 shares of common stock.  Prior to the acquisition on July 24, 2000 a reverse split of 200 for 1 was conducted and brought the then current outstanding shares of 138,096,863 to 690,500. (including 16 extra shares which were issued since shareholders owned less than 200 shares before reverse split each automatically received 1 share during the reverse split.) As a result of the acquisition, all officers and directors of Temple resigned and Mr. Yonghong Dong was appointed as the new President and Chairman. The transaction was accounted for as a reverse acquisition. Temple had previously filed a form 10-SB pursuant to the Securities Exchange Act of 1934, as amended, and became a fully reporting publicly traded Company. On August 1, 2000 Temple changed its name to its current name of Wintech Digital Systems Technology Corporation (the Company, or  Wintech, or Group) under which it continues to report in accordance with the Securities Exchange Act of 1934, as amended.





Business of Issuer

Wintechs business is developing and marketing Digital Signal Processing (DSP) related products. DSP technology is widely used in the fields of networking, telecommunication, and digital appliances.  DSP is the core technology in the digital age. Just like a CPU is the brain of a computer and controls the operation of the computer, a DSP chip is the brain to many devices, including networking equipments, telecommunication equipments, and many industrial control devices. As a third party partner of Texas Instruments (TI), using TI DSP chips.  Wintech has developed a whole series of DSP development systems, including both hardware and software. The systems are marketed to DSP electrical engineers and universities. Having worked closely with Texas Instruments (TI), Wintech developed the new generation DSP emulators based on TIs XDS560 technology. Through the release of its 560 class emulators in May, 2002 (available on TIs web site at http://www.ti.com, search for keywords TDS560PCI, TDS560LAN, TDS510USB or TDS510PCI),  Wintech has started to market its product in the international market.



Wintech has developed a series of DSP development tools, including DSP Hardware Modules, DSP Emulators, DSP Experiment Development Systems. These development tools are marketed to electrical engineers. Wintech also provides training and consulting services to these engineers to help them to use the tools to develop end-user products. Wintech is one of the few companies in the world that has released new generation emulators based on TIs XDS560 technology.



Wintech faces competition in DSP development system business as it enters the international market. There are several US and European companies that have been in the DSP emulator and development board market for many years. They have well-established product lines and distribution channels.  Two of the competitors control majority of the international market. Mainly relying on low price strategy, Wintech is gradually making its name known in the international market. So far it had made small amount of sales in US, Japan, Brazil, Greece, Israel, England, Russian, Canada, India and Slovenia.



Information regarding Wintech, including product and service information, can be found at http://www.wintechdigital.com/.



As of August 31, 2004, the Company has 54 full time employees.



ITEM 2.   DESCRIPTION OF PROPERTY



The company currently leases office spaces located at: 2nd Floor, Caihong Building, 11 Xinxi Road, Shangdi, Haidian District, Beijing, China 100085 and space for research, development and production at Building 1, Suite 1001, Guoji ChuangYeYuan, ShanDiXinxi ZhongLu, HaiDian District, Beijing, China 100085.



ITEM 3.   LEGAL PROCEEDINGS



The Company is presently not involved in any legal proceedings.



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



During the fiscal year ended on June 30, 2004, there were no matters submitted to a vote of the Company's shareholders.



PART II





ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information



The following table sets forth the prices of the Common Stock on the OTC Bulletin Board for each quarterly period indicated during the fiscal year ended June 30, 2004.  These over-the-counter market quotations are based on inter-dealer bid prices, without markup, markdown, or commission, and may not necessarily represent actual transactions.





|Quarter            | HIGH  | LOW  
|------------------ | ----- | -----
|September 30, 2003 | $0.05 | $0.04
|December 31, 2003  | $0.10 | $0.04
|March 31, 2004     | $0.19 | $0.08
|June 30, 2004      | $0.19 | $0.15







Shareholders



There were approximately 311 record holders of Common Stock as of June 30, 2004, holding a total of 14,992,100 outstanding shares of Common Stock of which 383,686 was in the public float.





Dividends



We currently intend to retain substantially all of our earnings, if any, to support the development of our business and have no present intention of paying any dividends on our common stock in the foreseeable future. Any future determination as to the payment of dividends will be at the discretion of our Board of Directors, and will depend on our financial condition, results of operations and capital requirements, and such other factors as the Board of Directors deems relevant.





ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS



Wintech presently has executive office at: 2nd Floor, Caihong Building, 11 Xinxi Road, Shangdi, Haidian District, Beijing, China 100085









Events That Took Place Subsequent to Year Ended June 30, 2004.

N/A.



Results of Operations



For the period ended June 30, 2004:



Total revenue for the year ended June 30, 2004 and 2003 was $1,039,995 and $963,860 respectively. All the revenue comes from the operation of the Companys wholly owned subsidiary, Beijing Wintech and Xing-Ye, which was acquired by the Company on July 25, 2000. .  The increase in revenue was due to the increase in the sales of electronics component.   Gross profit for the year ended June 30, 2004, increased to $667,457 compared to $605,637 in fiscal year 2003. The increase in gross profit was the result of the increase in sales.



Inventories decreased from $293,620 as of June 30, 2003 to $259,360 as of June 30, 2004, due to inventory reduction measures and due to enhanced planning in material purchasing. Selling, general and administrative expenses for the year ended June 30, 2004, decreased to $809,030, compared to $853,121 in fiscal year 2003.  The main reason for the decrease was due to cost control measures such as controlling office expenses and the forfeiture of salary payable to Mr. Dong for the period from Jan. 04 to Jun 04. The cost reduction partly offset the impact of price reduction, which is necessary due to competition. As the result of increased gross profit, the Groups net loss is reduced to $174,825 in the year ended June 30, 2004, as compared to a net loss of $278,471 in the year ended June 30, 2003.





Capital Resources and Liquidity



The Company completed the reverse acquisition of Beijing Wintech on July 25, 2000. 100% of the registered share capital of Beijing Wintech was acquired by the Company, in exchange for 12,000,000 shares of the Companys $0.001 par value common stock. Immediately after issuing 12,000,000 shares of the common stock to the owners of Beijing Wintech, the Company had a total of 12,690,500 shares of common stock issued and outstanding at the end of July 2000.



The Group's capital resources were mainly generated from operating activities.



As of June 30, 2004, the Group had $626,594 cash and bank balances. Accounts receivable were $38,533. Inventories were $293,620.  Management believes that the Group's current cash on hand is sufficient to settle liabilities and obligations and to meet the Group's working capital needs for the next 12 months.





Competition



Wintech faces competition in DSP development system business as it enters the international market. There are several US and European companies that have been in the DSP emulator and development board market for many years. They have well-established product line and distribution channels. Some Chinese companies also sell 510 class emulators similar to Wintechs XDS510 class emulators.



No other Chinese company has the new generation 560 class emulator.  Wintech believes that, as one of the first few companies in the world to release the XDS560 class emulators, it has the technology lead. It also has a price advantage in the international market since its R&D and manufacturing are done in China.





Plan of Operations



Statements  contained herein that are not historical facts are forward-looking statements as that term is defined by the Private Securities  Litigation Reform  Act of  1995.  Although  the  Company  believes  that  the  expectations reflected in such forward-looking statements are reasonable, the forward-looking statements  are  subject  to risks and  uncertainties  that could  cause  actual results to differ from those projected.  The Company cautions investors that any forward-looking  statements  made by the  Company are not  guarantees  of future performance  and that  actual  results may differ  materially  from those in the forward-looking  statements.  Such  risks  and  uncertainties  include,  without limitation:   well  established   competitors  who  have  substantially  greater financial  resources  and  longer  operating  histories,  regulatory  delays  or denials,  ability  to compete  as a  start-up  company  in a highly  competitive market, and access to sources of capital.



During the next year, the Company will focus in the following areas: develop and market video communication development platforms based on new TI DSP chips, the Company hopes to generate revenue from sales of the platforms as well as the license fee and royalty fee for the software that run on the platforms;  continue to develop and start to market new DSP emulator TDS560USB2.0; continue to establish international distribution channels..



ITEM 7.   FINANCIAL STATEMENTS



See the audited financial statements attached hereto and numbered F-1 through F-14.



Wintech Digital Systems Technology Corporation



Consolidated Financial Statements

For the period ended June 30, 2004







Wintech Digital Systems Technology Corporation



Index to Consolidated Financial Statements



Pages

Report of Independent Registered Public Accounting Firm              F-1



Consolidated Statements of Operations                                                                 F-2



Consolidated Balance Sheets                                                                                 F-3



Consolidated Statements of Stockholders' Equity                                                 F-4



Consolidated Statements of Cash Flows                                                                F-5



Notes to Consolidated Financial Statements                                                        F-6 to F-14





Report of Independent Registered Public Accounting Firm





To the Board of Directors and Shareholders of

Wintech Digital Systems Technology Corporation





We have audited the accompanying consolidated balance sheet of Wintech Digital System Technology Corporation (the Company) and its subsidiaries (hereinafter collectively referred to as the Group) as of June 30, 2004 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the years ended June 30, 2004 and 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of June 30, 2004 and the results of their operations and their cash flows for the years ended June 30, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.















Chartered Accountants

Certified Public Accountants

Hong Kong

Date:

F-1



Wintech Digital Systems Technology Corporation



Consolidated Statements of Operations

Years ended June 30, 2004 and 2003





|                                                                                           |      | For the year ended June 30,
|------------------------------------------------------------------------------------------ | ---- | ---------------------------
|                                                                                           |      | 2004                       
|                                                                                           | Note | US$                        
|                                                                                           |      |                            
|Operating revenue                                                                          |      |                            
|Sales of goods                                                                             | 3    | 1,039,995                  
|                                                                                           |      |                            
|Cost of sales                                                                              |      |                            
|Sales of goods                                                                             |      | (372,538)                  
|                                                                                           |      |                            
|Gross profit                                                                               |      | 667,457                    
|                                                                                           |      |                            
|Operating expenses                                                                         |      |                            
|Depreciation                                                                               |      | (46,407)                   
|Handling and shipping costs                                                                |      | (3,155)                    
|Selling, general and administrative expenses                                               |      | (809,030)                  
|                                                                                           |      |                            
|Loss from operations                                                                       |      | (191,135)                  
|                                                                                           |      |                            
|Non-operating income                                                                       |      |                            
|Interest income                                                                            |      | 3,990                      
|Sundry income                                                                              |      | 12,320                     
|                                                                                           |      |                            
|Loss before income taxes                                                                   |      | (174,825)                  
|                                                                                           |      |                            
|Provision for income taxes                                                                 | 4    | -                          
|                                                                                           |      |                            
|Net loss                                                                                   |      | (174,825)                  
|                                                                                           |      |                            
|                                                                                           |      |                            
|Numerator:                                                                                 |      |                            
|Net loss used in computing basic loss per share of common stock                            |      | (174,825)                  
|                                                                                           |      |                            
|Denominator:                                                                               |      |                            
|Weighted average number of shares used in calculating basic loss per share of common stock |      | 16,096,542                 
|                                                                                           |      |                            
|Loss per share:                                                                            | 3    |                            
|Basic                                                                                      |      | (0.01)                     
|                                                                                           |      |                            
|Diluted                                                                                    |      | (0.01)                     



The accompanying notes are an integral part of these financial statements.

F-2

Wintech Digital Systems Technology Corporation

Consolidated Balance Sheets

As of June 30, 2004







|                                                              |           |  |  | As of        
|------------------------------------------------------------- | --------- |  |  | -------------
|                                                              |           |  |  | June 30, 2004
|                                                              | Note      |  |  | US$          
|ASSETS                                                        |           |  |  |              
|                                                              |           |  |  |              
|Current assets                                                |           |  |  |              
|Cash and cash equivalents                                     |           |  |  | 578,376      
|Accounts receivable, trade                                    |           |  |  | 38,533       
|Prepayments and other receivables                             | 8(b)(i)   |  |  | 92,539       
|Inventories                                                   | 5         |  |  | 259,360      
|                                                              |           |  |  |              
|Total current assets                                          |           |  |  | 968,808      
|                                                              |           |  |  |              
|Property and equipment, net                                   | 6         |  |  | 104,085      
|                                                              |           |  |  |              
|Total assets                                                  |           |  |  | 1,072,893    
|                                                              |           |  |  |              
|LIABILITIES AND STOCKHOLDERS' EQUITY                          |           |  |  |              
|                                                              |           |  |  |              
|Current liabilities                                           |           |  |  |              
|Accounts payable, trade                                       |           |  |  | 33,209       
|Accrued charges and other payables                            |           |  |  | 205,682      
|Due to a director                                             | 8(b)(iii) |  |  | 81,317       
|Income tax payable                                            |           |  |  | 65,660       
|Taxes other than income                                       |           |  |  | 462,837      
|                                                              |           |  |  |              
|Total current liabilities                                     |           |  |  | 848,705      
|                                                              |           |  |  |              
|COMMITMENTS AND CONTINGENCIES                                 |           |  |  |              
|                                                              |           |  |  |              
|Stockholders equity                                          |           |  |  |              
|Common stock, US$0.001 par value                              |           |  |  |              
|Authorized 200,000,000 shares                                 |           |  |  |              
|Issued and outstanding:
14,992,100 shares as of June 30, 2004 |           |  |  | 14,992       
|Non-voting shares:                                            |           |  |  |              
|1,200,000 shares as of June 30, 2004                          | 7         |  |  | 1,200        
|Additional paid-in capital                                    |           |  |  | 724,064      
|Due from directors                                            | 8(b)(ii)  |  |  | (120,239)    
|Accumulated losses                                            |           |  |  | (493,025)    
|Statutory reserves                                            | 9         |  |  | 97,196       
|                                                              |           |  |  |              
|Total stockholders equity                                    |           |  |  | 224,188      
|                                                              |           |  |  |              
|Total liabilities and stockholders equity                    |           |  |  | 1,072,893    





The accompanying notes are an integral part of these financial statements.

F-3

Wintech Digital Systems Technology Corporation

Consolidated Statements of Stockholders' Equity



Years ended June 30, 2003 and 2004







|                                                 | Common stock           |                   |               |           |                            |                   
|------------------------------------------------ | ---------------------- | ----------------- | ------------- | --------- | -------------------------- | ------------------
|                                                 | Issued and outstanding | Non-voting shares |               |           |                            |                   
|                                                 | No. of
shares          | Par
value         | No. of
shares | Par
value | Additional
paid-in
capital | Due from directors
|                                                 |                        | US$               |               | US$       | US$                        | US$               
|                                                 |                        |                   |               |           |                            |                   
|Balances as of July 1, 2002                      | 13,413,700             | 13,414            | -             | -         | 626,287                    | (166,747)         
|                                                 |                        |                   |               |           |                            |                   
|Net loss for the year                            | -                      | -                 | -             | -         | -                          | -                 
|                                                 |                        |                   |               |           |                            |                   
|Decrease in amount due from directors            | -                      | -                 | -             | -         | -                          | 46,508            
|                                                 |                        |                   |               |           |                            |                   
|Issuance of shares                               | 400,000                | 400               | 1,700,000     | 1,700     | 79,800                     | -                 
|                                                 |                        |                   |               |           |                            |                   
|Balance as of June 30, 2003                      | 13,813,700             | 13,814            | 1,700,000     | 1,700     | 706,087                    | (120,239)         
|                                                 |                        |                   |               |           |                            |                   
|Net loss for the year                            | -                      | -                 | -             | -         | -                          | -                 
|                                                 |                        |                   |               |           |                            |                   
|Issuance of shares (note 7)                      | 678,400                | 678               | -             | -         | 17,977                     | -                 
|                                                 |                        |                   |               |           |                            |                   
|Transfer among different classes of common stock | 500,000                | 500               | (500,000)     | (500)     | -                          | -                 
|                                                 |                        |                   |               |           |                            |                   
|Balance as of June 30, 2004                      | 14,992,100             | 14,992            | 1,200,000     | 1,200     | 724,064                    | (120,239)         







F-4

Wintech Digital Systems Technology Corporation



Consolidated Statements of Cash Flows

Years ended June 30, 2004 and 2003





|                                                                                   |      | For the year ended June 30,
|---------------------------------------------------------------------------------- | ---- | ---------------------------
|                                                                                   |      | 2004                       
|                                                                                   | Note | US$                        
|Cash flows used in operating activities:                                           |      |                            
|Net loss                                                                           |      | (174,825)                  
|                                                                                   |      |                            
|Adjustments to reconcile net income to net cash provided 
by operating activities: |      |                            
|Depreciation                                                                       |      | 46,407                     
|Compensation cost not involving cash flows                                         |      | 18,655                     
|Changes in working capital:                                                        |      |                            
|Accounts receivable, trade                                                         |      | 3,589                      
|Prepayments and other receivables                                                  |      | (44,377)                   
|Inventories                                                                        | 10   | 10,394                     
|Accounts payable, trade                                                            |      | (44,453)                   
|Accrued charges and other payable                                                  |      | 8,951                      
|Income tax                                                                         |      | (827)                      
|Taxes other than income                                                            |      | 57,631                     
|                                                                                   |      |                            
|Net cash (used in) provided by operating activities                                |      | (118,855)                  
|                                                                                   |      |                            
|Cash flows (used in) from investing activities:                                    |      |                            
|Due from related parties                                                           |      | -                          
|Purchases of property and equipment                                                | 10   | (20,929)                   
|                                                                                   |      |                            
|Net cash (used in) provided by investing activities                                |      | (20,929)                   
|                                                                                   |      |                            
|Net cash provided by financing activities:                                         |      |                            
|Due to a related party                                                             |      | 11,059                     
|                                                                                   |      |                            
|Net (decrease) increase in cash and cash equivalents                               |      | (128,725)                  
|Cash and cash equivalents at beginning of year                                     |      | 707,101                    
|                                                                                   |      |                            
|Cash and cash equivalents at end of year                                           |      | 578,376                    
|                                                                                   |      |                            
|Non-cash operating activities                                                      |      |                            
|Issuance of shares for services                                                    |      | 18,655                     
|Change of usage from inventories to equipment                                      |      | 23,866                     



The accompanying notes are an integral part of these financial statements.

F-5







Wintech Digital Systems Technology Corporation



Notes to the Financial Statements

Years ended June 30, 2004 and 2003







1.

ORGANIZATION AND PRINCIPAL ACTIVITIES



The Company was incorporated under the laws of the State of Texas on April 22, 1992.  On July 25, 2000, Beijing Wintech Science and Technology Development Corporation (Wintech Technology) was acquired by the Company in exchange for an aggregate of 12,000,000 shares of common stock and became a wholly-owned subsidiary of the Company. Wintech Technolgy is principally engaged in developing Digital Signal Processing ("DSP") solutions for network, telecommunication and general-purpose platforms.  Wintech Technology manufactures and sells DPS products; and related materials, as well as providing consulting services.  It is also the principal activity of the Group.



On February 28, 2003, Beijing Wintech Xing-Ye Technology Development Company Limited (Xing-Ye) was established in the PRC, with Wintech Technology owning a 60% interest.  The registered capital is RMB500,000 (US$60,403) and has been fully paid-up by the owners.  Pursuant to share transfer agreements dated March 20, 2003, all interests in Xing-Ye held by the minority interests were transferred to Wintech Technology at cost.  Since then, Xing-Ye became a wholly-owned subsidiary.  Xing-Ye commenced operation during the year.



On January 5, 2004, a wholly owned subsidiary, Wintech Digital System (Beijing) Company Limited (Wintech Digital), was established in the PRC.  The registered capital is US$200,000 and has been fully paid up.  Wintech Digital commenced business in July 2004.





2.

BASIS OF PRESENTATION



The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).





3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of consolidation

The consolidated financial statements include the financial information of the Company and its subsidiaries (the Group).



The results of subsidiaries acquired and disposed of during the year are consolidated from or up to the date of their effective date of acquisition and disposal respectively.



All material intercompany balances and transactions have been eliminated in consolidation.











F-6







3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Revenue recognition

Net sales represent the invoiced value of goods, net of value-added tax (VAT) and returns.  The Group generally recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fees are fixed or determinable, and collection is probable.



Income taxes

The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in or derived from the tax jurisdictions in which each entity operates.  The Company's income tax provision for each period is nil due to continuing losses in both periods.



Provision for income taxes and other related taxes for the year ended June 30, 2004 and 2003 has been made in accordance with the tax rates and laws in effect in the PRC, the Groups principal place of operation.



Income tax expense is computed based on pre-tax income included in the consolidated statements of operations.



The Group provides for deferred income taxes using the liability method, by which deferred income taxes are recognized for all significant temporary differences between the carrying amounts of tax bases assets and liabilities and their reported amounts.  The tax consequences of those differences are classified as current or non-current based upon the classification of the related assets or liabilities in the financial statements.



Earnings per share ("EPS")

The calculation of basic EPS is based on net income for the year attributable to stockholders and is calculated using the weighted average number of common stock outstanding during the year.



Diluted EPS is computed by dividing earnings available to common stockholders by the weighted average number of common stocks outstanding adjusted to reflect potentially dilutive securities.  There were no potentially dilutive securities outstanding during any of the years and, accordingly, basic and diluted EPS are the same.



Property and equipment and depreciation

Property and equipment are stated at cost less accumulated depreciation.  The cost of an asset consists of its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use.  Expenditures incurred after the assets have been put into operation, such as repairs and maintenance, are charged to the statement of operations in the year in which they are incurred.  In situations where it can be clearly demonstrated that expenditures have resulted in an increase in the future economic benefits expected to be obtained from the use of the assets, the expenditures are capitalized.



When assets are sold or retired, their costs and accumulated depreciation are removed from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.







F-7









3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Property and equipment and depreciation (Continued)

Depreciation is calculated to write off the cost of property and equipment over their estimated useful lives from the date on which they become fully operational and after taking into account of their estimated residual values, using the straight line method at the rate of 20% per annum.



Impairment of long-lived assets

The long-lived assets held and used by the Group are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  It is reasonably possible that these assets could become impaired as a result of technology or other industry changes.  Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to the future net undiscounted cash flows to be generated by the assets.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amounts by which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.



Inventories

Inventories are stated at the lower of cost or market value.  The cost of inventories is determined using the weighted average method.  Potential losses from obsolete and slow-moving inventories are provided for when identified.  Cost includes purchase price, freight charges and other related expenses.



Statement of cash flows

Cash equivalents are defined as short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.  An investment normally qualifies as a cash equivalent only when it has a maturity of three months or less from its acquisition date.



Foreign currency translation

The Company maintains its accounting books and records in United States Dollars (US$).  Foreign currency transactions during the year are translated to US$ at the approximate rates of exchange on the dates of transactions.  Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the approximate rates of exchange at that date.  Non-monetary assets and liabilities are translated at the rates of exchange prevailing at the time the asset or liability was acquired.  Exchange gains or losses are recorded in the statement of operations.



On consolidation, the financial statements of the PRC subsidiaries are translated into US$ using the closing rate method.  The balance sheet items are translated into US$ using the exchange rates at the respective balance sheet dates.  The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the year. All exchange differences arising on consolidation are recorded within equity.





F-8







3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Foreign currency translation (Continued)

There was no significant fluctuation in the exchange rate of US$ and RMB, the exchange rate adopted was US$1 / RMB8.2777.  Comprehensive income and accumulated other comprehensive income are not material to the financial statements.



Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases.  Rentals payable under operating leases are recorded in the statement of operations on a straight-line basis over the lease term.



Uses of estimates

The preparation of the Groups financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual amounts could differ from those estimates.



Allowance for doubtful accounts

The Group provides an allowance for doubtful accounts equal to the estimated uncollectable amounts.  The Groups estimate is based on historical collection experience and a review of the current status of trade accounts receivable.  It is reasonably possible that the Groups estimate of the allowance for doubtful accounts will change.  Accounts receivable are presented net of an allowance for doubtful accounts of US$158,620 as of June 30, 2004.



Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party, or exercise significant influence over the other party in making financial and operating decisions.  Parties are also considered to be related if they are subject to common control or common significant influence.



New accounting pronouncements

There are no new accounting pronouncements for which adoption is expected to have a material effect on the Companys financial statements.





4.

PROVISION FOR INCOME TAXES



The Group is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdictions in which it operates.  Income tax has not been provided as the Company incurred a loss for taxation purposes for the year. Wintech Technology, Xing-Ye and Wintech Digital, which are incorporated and carrying on business in the PRC, and also qualify as high-tech enterprises, are eligible to certain tax holidays and concessions.  They are entitled to a concessionary tax rate of 15%.  Xing-Ye is exempted from PRC income tax until 31 December 2004.  Wintech Digital is exempted from enterprise income tax until 31 December 2006 and is subject to 50% reduction for the 3 years thereafter.



Deferred income taxes have not been provided as the effect of temporary differences is insignificant as of June 30, 2003 and 2004.













F-9









4.

PROVISION FOR INCOME TAXES (CONTINUED)



The reconciliation of the PRC statutory income tax rate to the effective income tax rate based on income stated in the statements of operations is as follows:



|                                      |  | For the year ended June 30,
|------------------------------------- |  | ---------------------------
|                                      |  | 2004                       
|                                      |  | %                          
|                                      |  |                            
|Statutory rate                        |  | 15.0                       
|                                      |  |                            
|Non-deductible activities             |  | (9.3)                      
|Net effect on unprovided deferred tax |  | (3.5)                      
|Valuation allowance                   |  | (2.2)                      
|                                      |  |                            
|Effective tax rate                    |  | -                          



As of June 30, 2004, the Company and its subsidiaries had net operating loss carryforwards of US$67,314 for income tax reporting purposes that might be offset against future taxable income.  No tax benefit has been reported in the financial statements, because the management believes that it is more likely than not that the tax benefit of the carryforwards will not realize.  Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.







5.

INVENTORIES

|                                    |  |  | 2004   
|----------------------------------- |  |  | -------
|                                    |  |  | US$    
|Inventories comprise the following: |  |  |        
|                                    |  |  |        
|Raw materials                       |  |  | 125,323
|Work-in-progress                    |  |  | 41,228 
|Finished goods                      |  |  | 92,809 
|                                    |  |  |        
|                                    |  |  | 259,360









F-10





6.

PROPERTY AND EQUIPMENT, NET

|                                | Estimated useful lives |  |  |  | 2004     
|------------------------------- | ---------------------- |  |  |  | ---------
|                                | Years                  |  |  |  | US$      
|Cost                            |                        |  |  |  |          
|Computer equipment and software | 5                      |  |  |  | 167,790  
|Furniture and fixtures          | 5                      |  |  |  | 4,520    
|Motor vehicles                  | 5                      |  |  |  | 82,714   
|                                |                        |  |  |  |          
|                                |                        |  |  |  | 255,024  
|Accumulated depreciation        |                        |  |  |  | (150,939)
|                                |                        |  |  |  |          
|Property and equipment, net     |                        |  |  |  | 104,085  





7.

COMMON STOCK



On August 25, 2003, the Company issued 500,000 shares to Mr. Kun Tang, who holds these shares on behalf of an algorithm development group (Group). The number of non-voting shares was reduced at the same amount accordingly.  These shares were issued according to an agreement signed in July 2002 with this Group.  According to the agreement, the Company acquired all the VOIP, imaging processing, and multimedia communication algorithms developed and owned by the Group for 2,100,000 shares of the Companys common stock.  The shares are to be issued in four installments, contingent to the terms and conditions set forth in the agreement.  The first payment of 400,000 shares was issued to the Group in July 2002.  The other two installments of 1,200,000 shares are to be paid during the next two years.



Also on August 25, 2003, the Company issued common stocks to the following directors and officers as part of their compensation: 420,000 shares were issued to Mr. Yonghong Dong, 10,000 shares were issued to Mr. Xiaming Chen, 98,400 shares were issued to Ms. Mingjuan Tan, 20,000 shares were issued to Mr. Mingrong Li and 10,000 shares were issued to Mr. Changjiang Deng. Four key employees also received common stocks totaling 120,000 shares.  The issue price for these 678,400 shares was based on the net assets value of latest audited accounts for the year ended June 30, 2003 of US$0.0275 per share, totaling US$678 as issued common stock and US$17,977 as additional paid-in capital.  The amount was recognized as an expense in the year ended June 30, 2004.









F-11





8.

RELATED PARTY TRANSACTIONS



(a)

Names and relationship of related parties



Name

Existing relationship with the Group



Yonghong Dong

A director of the Company

Mingrong Li

A director of the Company

Mingjuan Tan

A director of the Company

Changjiang Deng

A director of the Company

Xiaomin Chen

A director of the Company

Kun Tang

A director of the Company





(b)

Related party transactions



(i)

The balance included an amount of US$48,218 advanced to Mingjuan Tan and Yonghong Dong for the daily operation of the Company.



|                        |  |  | 2004   
|----------------------- |  |  | -------
|                        |  |  | US$    
|(ii)
Due from directors |  |  |        
|Mingjuan Tan            |  |  | 96,078 
|Mingrong Li             |  |  | 24,161 
|                        |  |  |        
|                        |  |  | 120,239



The amounts due are unsecured, interest-free and not expected to be repaid in the next twelve months from June 30, 2004.



|                        |  |  | 2004  
|----------------------- |  |  | ------
|                        |  |  | US$   
|(iii)
Due to a director |  |  |       
|Yonghong Dong           |  |  | 81,317



The amount due is unsecured, interest-free and has no fixed repayment terms.



|                             | For the year ended June 30,
|---------------------------- | ---------------------------
|                             | 2004                       
|                             | US$                        
|(iv)
Directors remuneration |                            
|Yonghong Dong                | 127,685                    
|Mingjuan Tan                 | 15,246                     
|Mingrong Li                  | 28,650                     
|Changjiang Deng              | 16,221                     
|Xiaomin Chen                 | 14,772                     
|Kun Tang                     | 725                        





F-12





9.

STATUTORY RESERVES



The statutory reserves were maintained by a subsidiary in accordance with the legal requirements in the PRC.



Pursuant to the Articles of Association of the subsidiaries, the percentage of appropriations to the reserve fund represents 10% of net income of the subsidiaries and the board of directors determines the percentage of appropriations to the staff welfare and bonus fund from the range of 5% to 10% of net income of the subsidiaries.



The reserve fund can be used to make good losses in previous years. The staff welfare and bonus fund, which is to be used for the welfare of the staff and workers of the subsidiary, is of a capital nature.





10.

RETIREMENT BENEFITS AND OTHER EMPLOYMENT BENEFITS



The employees of a subsidiary are entitled to retirement benefits calculated with reference to their basic salaries on retirement and their length of service in accordance with a government managed benefits plan.  The PRC government is responsible for the benefits liability to these retired employees.  The subsidiary is required to make contributions to the state retirement plan at 20% (2003: 19%) of the monthly basic salaries of the current employees.



In addition, the subsidiary is required by law to contribute 14% and 1.5% of basic salaries of the PRC employees to a staff welfare fund and education fund respectively.  The total contributions for the years ended June 30, 2004 and 2003 were US$31,608 and US$25,885 respectively.





11.

COMMITMENTS UNDER OPERATING LEASES



The Group had outstanding commitments not provided for under non-cancellable operating leases in respect of land and buildings.  The future minimum lease payment as of June 30, 2004 is as follows:

|                |  |  |       
|--------------- |  |  | ------
|                |  |  | US$   
|Financial year: |  |  |       
|2005            |  |  | 74,166
|2006            |  |  | 17,127
|                |  |  |       
|                |  |  | 91,293



Total lease expense for the years ended June 30, 2004 and 2003 was US$97,658 and US$70,516 respectively.





F-13







12.

OPERATING RISK



(a)

Country risk



Currently, the Groups revenues are derived from sale of electronics and communications equipment to customers in the PRC.  The Group hopes to expand its operations to countries outside the PRC, however, such expansion has not been commenced and there are no assurances that the Group will be able to achieve such an expansion successfully.  Therefore, a downturn or stagnation in the economic environment of the PRC could have a material adverse effect on the Groups financial condition.



(b)

Products risk



In addition to competing with other electronics and communications equipment companies, the Group could have to compete with larger US companies who have greater funds available for expansion, marketing, research and development and the ability to attract more qualified personnel if access is allowed into the PRC market.  If US companies do gain access to the PRC markets, it will be able to offer products at a lower price.  There can be no assurance that the Group will remain competitive should this occur.



(c)

Exchange risk



The Group cannot guarantee that the current exchange rate will remain steady, therefore there is a possibility that the Group could post the same amount of profit for two comparable periods and because of a fluctuating exchange rate actually post higher or lower profit depending on exchange rate of Renminbi converted to US$ on that date.  The exchange rate could fluctuate depending on changes in the political and economic environments without notice.



(a)

Political risk



Currently PRC is in a period of growth and is openly promoting business development in order to bring more business into PRC.  Additionally PRC allows a Chinese corporation to be owned by an United States corporation.  If the laws or regulations are changed by the PRC government, the Companys ability to operate the PRC subsidiaries could be affected.





F-14



12.

OPERATING RISK (CONTINUED)



(b)

Credit risk



Financial instruments consist principally of temporary cash investments and accounts receivable.



The Group places its temporary cash investments with various financial institutions in the PRC.  The management believes that no significant credit risk exists as these investments are placed principally with government-owned financial institutions in the PRC.



The business activities and accounts receivable are principally with customers in PRC.  Management believes that no significant credit risk exists as credit losses, when realized, have been within the range of managements expectations.  No single customer accounted for greater than 10% of total revenue in the each year.



The fair values of all of the financial instruments approximate their carrying values.





13.

FINANCIAL INSTRUMENTS



Financial instruments consist principally of temporary cash investments and accounts receivable.



The Group places its temporary cash investments with various financial institutions in the PRC.  The Group believes that no significant credit risk exists as these investments are placed in several credit-worthy banks.



The Groups business activities and accounts receivable are principally with customers in the PRC.  The Group believes that no significant credit risk exists as credit losses, when realized, have been within the range of managements expectations.



The fair values of all of the Groups financial instruments approximate their carrying values.



ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



PART III



ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



Name

Age

Position(s) and Office(s)



Yonghong Dong

37

President, Chairman of the Board & Director

Mingrong Li

37

Treasurer, & Director

MingJuan Tan

36                Secretary, & Director

Xiaomin Chen

50

Director

Changjiang Deng

46                Director



Dr. Mingjuan Tan is the wife of Mr. Yonghong Dong.



Yonghong Dong,  B.S. in Electronic Engineering, Peking University

September, 1989 ----- August, 1994
Chief Designer, Beijing Communication Technology Research Institute
       In charge of digital signal  processing  portion in several  national key
communication projects. Was the youngest DSP expert in the Institute.

August 1994 -----  August,  1996  Technical  Manager,  Chief  Engineer,  Beijing
Taidishen Technology Development Corp.
1.       In charge of technology development and management;
2.       Obtained several DSP development contracts.
August, 1996 --- Present

Director, Beijing Wintech Technology Co. LTD.



July 2000 --- Present
President, Wintech Digital Systems Technology Corporation
1.   In charge of over all product series planning.  Maintain company's focus on
     DSP business;
2.   In charge of product research and development;
3.   Successfully  led the  company's  innovation in DSP market and made Beijing Wintech
     the leader in Chinese DSP market in short amount of time;
4.   Established  advanced  management  system.  Pushing  the company to conduct
     business on  Intranet/Internet  and to adopt "B to B"  e-commerce  business
     model between the company and its agents.

MingJuan Tan, Ph.D. Electrical Engineering



1993  1995

Senior Engineer, Electrical Information Center, Ministry of Information Industry

Imaging processing.



1995-1998

Study for Ph.D,  Tsinghua University



Focused in the research of wireless signal processing.



1998  Present

Director, Beijing Wintech Technology Co. LTD.





July 2000 --- Present

Director, Technology Department, Wintech Digital Systems Technology Corporation

In charge of research and development.











Xiaoming Chen, B.S.  Industrial Engineering

1993 ----- 1997
Director, President, Beijing ReiCi  Communication System Development Co. Ltd.
         Communication    terminal   equipment   technology    development   and
import/export.

1997 ----- 1999
President, Beijing Mindi Science and Technology Development Co., Ltd.
        Focused on telecommunication system and computer system integration.
1999 ----- Present

Director, Executive Manager, Beijing Wintech Technology Co. LTD.



July, 2000 ---Present
Directorr, Executive Manager, Wintech Digital Systems Technology CorporationMingrong Li,  M.S. , Peking University

August, 1993 ----- September, 1999

President, Beijing Chang An Hudsons  Electronic Co. Ltd
         Marketing  video  signal  processing  and  teleconference  system  to both domestic and international clients.
October, 1999 -----  Present

Director, Marketing Department Manager, Beijing Wintech Technology Co. LTD.



July, 2000 --- Present
Director, Marketing Department Manager,  Wintech Digital Technology CorporationChangjiang Deng, B.S.  Electronics Engineering, Xian Jiao Tong University

Jun. 1982  Oct. 1989:





R&D Engineer,  Beijing Orient Electronic Group Corporation



Completed a new interface circuit design between radio and carrier wave equipment.



Oct. 1989Mar. 1996 :



Electronic components sales engineer , Beijing Stone group Corporation



Responsible for marketing the electronic components.



Mar. 1996Oct. 2000





Chief Representative Beijing office and North China sales manager , HK Gold Insignia Company Ltd.,



Responsible for office management and customer relation management.



Oct. 2000  Present



Director, Wintech Digital Systems Technology Corp.



Planning and promoting the market  for TIs DSP. Responsible for managing the development of  portable application on Intels     StrongARM ,  Haiers refrigerator  controller (on TIs TMS320F2402). In charge of companys ERP and CRM system.

















Compliance With Section 16(a) of the Exchange Act



Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is not aware of any person who, at any time during the fiscal year ended June 30, 2004,was a director, officer, or beneficial owner of more than ten percent of the Common Stock of the Company, and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934 during such fiscal year.







ITEM 10.  EXECUTIVE COMPENSATION



The following table summarizes certain information concerning executive compensation paid to or accrued by the Company's chief executive officer during the Company's last fiscal year.



SUMMARY COMPENSATION TABLE



SUMMARY COMPENSATION TABLE



Annual Compensation  Awards       Long Term     Compensation



Name and Principal Position   Year    Salary($)   Bonus($)    Other        Restricted    Options/    LTI     Other

Annual       Stock         SARs (#)       Payout

Comp.       Awards

----------------------------------------------------------------------------------------------------------

Yonghong Dong,

2003     116135      -0-         -0-         -0-           -0-         -0-       -0-

President









ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Security Ownership of Certain Beneficial Owners and Management



The following table sets forth certain information concerning the stock ownership as of June 30, 2003, with respect to: (i) each person who is known to the Company to beneficially own more than 5% of the Company's Common Stock; (ii) all directors; and (iii) directors and executive officers as a group (the notes below are necessary for a complete understanding of the figures). The Company calculated the owners of 5% of the Common Stock using the 14,992,100 shares of Common Stock issued on June 30,2004.





|Name and address of beneficial owner and management                                                                                         | Amount of Common
Stock Beneficially
Owned | Percent of
Common Stock
Beneficially Owned
|------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------
|Mr. Yonghong Dong
President and Chairman
No. 48-30 Gensi Road Taixing Town Taixing  Shi
Jiangsu Province China                              | 7,223,200                                 | 48.18%                                    
|Mr. Xiaoming Chen
Vice President of Administration
Director
North 21-601 Zhaoshang Road Shekou ShenZhen ,Guangdong Province, China          | 914,000                                   | 6.1%                                      
|Ms. Mingjuan Tan
Director
Nothr-West 4-234, Tsinghua University
Beijing, China                                                              | 502,000                                   | 3.35%                                     
|Mr. Mingrong Li
Treasurer, Vice President of Marketing
and Director
No. 22-3-502 Dongzhuang You An Men Wai Fengtai District , Beijing China | 270,000                                   | 1.8%                                      
|Mr. Changjiang Deng
Director
10 Jiu Xian Qiao Rd.
Chaoyang District, Beijing, China                                                         | 110,000                                   | 0.73%                                     
|Mr. Kun Tang
Director
Room 1604,
Building 9,Lanqiying,TsinghuaUniversity,
Beijing,China                                                     | 900,000                                   | 6%                                        









ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



None.



ITEM 13.  EXHIBITS



None.





ITEM 14.  CONTROLS AND PROCEDURES



As required by SEC rules, we have evaluated the effectiveness of the design and

operation of our disclosure controls and procedures within 90 days of the filing

of this annual report. This evaluation was carried out under the supervision and

with the participation of our management, including our principal executive

officer and principal financial officer. Based on this evaluation, these

officers have concluded that the design and operation of our disclosure controls

and procedures are effective. There were no significant changes to our internal

controls or in other factors that could significantly affect internal controls

subsequent to the date of their evaluation.



Disclosure controls and procedures are our controls and other procedures that

are designed to ensure that information required to be disclosed by us in the

reports that we file or submit under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the SEC's rules

and forms. Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be

disclosed by us in the reports that we file under the Exchange Act is

accumulated and communicated to our management, including principal executive

officer and principal financial officer, as appropriate, to allow timely

decisions regarding required disclosure.



ITEM 15.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



Professional services provided by the Company's principal accountants are

preapproved by the Company's audit committee and are currently limited to audit

and audit-related services.  The audit committee monitors all relationships

between the Company and its principal accountants to comply with Securities and

Exchange Commission rules designed to ensure that auditors are qualified and

independent of their audit clients both in fact and in appearance.  Management

of the Company must obtain audit committee approval prior to making any changes

in the scope of services provided by the Company's principal accountants.



Aggregate fees billed by the Company's principal accountants for services

during each of the last two fiscal years are as follows:



|                   | 2004    | 2003   
|------------------ | ------- | -------
|                   | Amount  | Percent
|Audit Fees         | $18,000 | 100%   
|Audit-Related Fees | 0       | 0      
|Tax Fees           | 0       | 0      
|All Other Fees     | 0       | 0      
|Total Fees         | $18,000 | 100%   















CERTIFICATION PURSUANT TO

18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Jianpeng Zhang, Chief Financial Officer of Wintech Digital Systems Technology Corp., certify that:



1.   I have reviewed this quarterly report on Form 10-KSB for the period ended June 30, 2004 of Wintech Digital Systems Technology Corp.;



2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:



(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our  supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



September 30, 2004



/s/ Jianpeng Zhang

--------------------------------------------

Jianpeng Zhan, Chief Financial Officer







CERTIFICATION PURSUANT TO

18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



Solely for the purposes of complying with, and the extent required by 18 U.S.C.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies, in his capacity as the Chief Financial officer of Wintech Digital Systems Technology Corp., that, to his knowledge, the Quarterly Report of the  company on Form 10-KSB for the period ended June 30, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material respects, the company's financial condition and results of operations.



September 30,2004



/s/ Jianpeng Zhang

--------------------------------------------

Jianpeng Zhang, Chief Financial Officer





CERTIFICATION PURSUANT TO

18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Yonghong Dong, Chief Executive Officer of Wintech Digital Systems Technology Corp., certify that:



1.   I have reviewed this quarterly report on Form 10-KSB for the period ended June 30, 2004 of Wintech Digital Systems Technology Corp.;



2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:



(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our  supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



June 30,2004



/s/ Yonghong Dong

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Yonghong Dong, Chief Executive Officer







CERTIFICATION PURSUANT TO

18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



Solely for the purposes of complying with, and the extent required by 18 U.S.C.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies, in his capacity as the  Chief Executive Officer of Wintech Digital Systems Technology Corp., that, to his knowledge, the Quarterly Report of the  company on Form 10-QSB for the period ended June 30, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material respects, the company's financial condition and results of operations.



September 30,2004



/s/ Yonghong Dong

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Yonghong Dong, Chief Executive Officer